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CORPORATE ADVISORY:
Sea View Hotel Limited, Singapore

Reverse Takeover Acquisition of Sea View Hotel Limited

Sea View Hotel Limited was listed on the main board on the Singapore Exchange (SGX). Following the sale of its namesake hotel property in Katong, Sea View Hotel Limited lost its core business operation. For more than a year, its shares were suspended. By April 2005, the company was at the risk of being delisted for failing to secure new business operations. SGX granted an extension till 31 July 2005 to Sea View Hotel Limited to find a core business.

In April 2005, TSSA was appointed by Sea View Hotel Limited as corporate advisors to assist in the search for potential companies and/or businesses for acquisition as well as to facilitate the acquisitions of the same. Any acquisition of a substantial business would result in a change of control or a reverse takeover (RTO) of the company.

Eventually in January 2006, Sea View Hotel Limited entered into an agreement for the acquisition of a large property development group in Myanmar at a purchase consideration of approximately S$102 million. This was satisfied via new shares in the enlarged group. This RTO was successfully concluded in August 2006 and the new group has since been relisted and has commenced trading under the name of "Yoma Strategic Holdings Limited".
TRANSACTION ADVISORY:
Large State-owned Group, China

Due Diligence Work on Large State-owned Group in China

In 2006, TSSA was appointed by a subsidiary of a leading international beer and spirits producer to assist in conducting a preliminary financial review and a detailed financial due diligence of a large state-owned group in China. This group has more than 50 subsidiaries in four major industries – liquor, hotel, real estate and finance, amongst others.

Subsequently TSSA was involved in the discussions with the city government and their financial advisors in relation to the tender sale of the group by the city government.

The tender sale exercise involved the group with a valuation of approximately RMB 1.2 billion (about S$240 million).
FORENSIC ACCOUNTING & FINANCIAL INVESTIGATIONS:
Church in Singapore

Forensic Investigation Into Misappropriation of Church’s Funds

In May 2003, TSSA was appointed as Forensic Accountants by the solicitors acting for a Singapore church. TSSA assisted in reviewing the church's financial position on the alleged misappropriation of the church’s funds by its former priest.

Investigations were conducted into accounts held by or under the control of the priest, as well as his usage of the church’s funds.

As reported in press reports, between 1994 and 2002, the priest transferred the church’s funds into his personal bank accounts and unit trusts and also allegedly used the money for personal purchases, including that of an apartment.

According to subsequent publicly available information, the priest was later subjected to prosecution by the Commercial Affairs Department and found guilty of misappropriating church funds amounting to S$5.1 million, originally intended for the construction of an annex building on the church’s premises. In April 2004, the priest was sentenced to 7.5 years of imprisonment.
INSOLVENCY & RESTRUCTURING:
Chew Eu Hock Construction Co. Pte Ltd, Singapore

Tay Swee Sze Appointed Judicial Manager

Chew Eu Hock Construction Co. Private Limited is the main operating subsidiary of its Singapore-listed parent company, Chew Eu Hock Holdings Ltd.

In 2001, this Company and in turn, the listed group, suffered substantial losses and severe cashflow problems with external liabilities of more than S$69 million. To stabilise the listed group, the Company was placed under judicial management in November of the same year. Tay Swee Sze of TSSA was appointed judicial manager to assist in the rehabilitation and restructuring of the Company.

During the judicial management period, despite the lack of external funding, the judicial manager managed and completed successfully the construction of a LTA underpass in his efforts to mitigate against potential liquidated damages.

In addition, the judicial manager also proposed a capital reduction exercise and administered a scheme of arrangement with the Company's creditors to settle the Company's liabilities by the issuance of ordinary shares of Chew Eu Hock Holdings Limited, concurrently with the issuance of new shares to a new investor, a local property development conglomerate, for injection of its assets.

The scheme was duly approved by the various stakeholders and the Court, which resulted in a successful reverse take-over by the new investor, Hiap Hoe Group. In January 2003, trading of the listed company’s shares on the Singapore Exchange resumed under the name of "Hiap Hoe Limited".